City of Baldwin v. Woodard & Curran, Inc.
293 Ga. 19
| Ga. | 2013Background
- W&C sued the City of Baldwin for breach of contract and quantum meruit after performing work on a funding application for federal stimulus funds.
- May 2009 May Agreement: W&C would provide supporting engineering documents for the funding application for a lump sum of $5,000; future design work would be under separate contracts with fees after funding was committed; May Agreement was approved by City Council May 26, 2009.
- June 15, 2009 W&C issued a June Proposal for design services up to $210,000; Mayor signed August 20, 2009 but the proposal was not approved by the City Council nor reviewed by the city attorney; no binding contract existed.
- Work proceeded under the June Proposal until funding fell through; the City never approved the proposal, never entered it in the journal, and never obligated the City; the City paid only the $5,000 under the May Agreement.
- The trial court granted summary judgment on the May Agreement breach and on the ultra vires June Proposal but allowed quantum meruit; the jury returned a general verdict for W&C for $203,000 without specifying the basis of the award; the Court of Appeals affirmed those rulings; the Supreme Court reversed on quantum meruit and contract construction, and held the May Agreement did not cover the June work and that the June Proposal was ultra vires.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether quantum meruit can be used against a municipality for an ultra vires contract | W&C | City | Quantum meruit not allowed against ultra vires contract; the City’s charter-required process makes the June Proposal void. |
| Whether the May Agreement could support the verdict for the June work | W&C | City | May Agreement did not authorize the June Proposal work; it was an unenforceable agreement to negotiate future services, not a binding contract for those services. |
| Whether the June Proposal was ultra vires due to lack of council approval | W&C | City | June Proposal was ultra vires because it was not approved by the City Council as required by the City Charter; Mayor lacked unilateral authority. |
| Whether PMS/H.G. Brown limitations apply to quantum meruit against municipalities | W&C | City | Overruled: ultra vires contract cannot support quantum meruit; charter-based contracting controls. |
Key Cases Cited
- H.G. Brown Family L.P. v. City of Villa Rica, 278 Ga. 819 (Ga. 2005) (ultra vires and absolute nullity when city contracts beyond authority; council approval required)
- PMS Construction Co. v. DeKalb County, 243 Ga. 869 (Ga. 1979) (no recovery for implied contracts against counties; express contract required)
- Walston & Assoc. v. City of Atlanta, 224 Ga. App. 482 (Ga. App. 1997) (cases allowing quantum meruit against municipalities without explicit charter rules, later questioned)
- City of Dallas v. White, 182 Ga. App. 782 (Ga. App. 1987) (contracting with city and regulatory requirements)
- City of St. Marys v. Stottler Stagg & Assoc., 163 Ga. App. 45 (Ga. App. 1982) (early view on municipal contracts and implied recovery)
- City of Summerville v. Ga. Power Co., 205 Ga. 843 (Ga. 1949) (estoppel-like relief for value of services when city authority exists but procedures flawed)
- City of Calhoun v. N. Ga. EMC, 264 Ga. 205 (Ga. 1994) (quantum meruit and contract principles in quasi-contracts)
- Record Town, Inc. v. Sugarloaf Mills Ltd. Partnership of Ga., 301 Ga. App. 367 (Ga. App. 2009) (conduct evidence used to interpret contract terms)